Indemnification of Developer Sample Clauses

Indemnification of Developer. Distributor will defend, indemnify and hold Developer harmless from and against any and all actions, damages, liabilities, costs, and expenses (including but not limited to attorney's fees) incurred by Developer as a result of (i) any false or misleading statement made by Distributor to any customer or potential customer; (ii) any breach by Distributor of any terms or conditions set forth in this Agreement, or of any representations or warranties made by Distributor under this Agreement, (iii) any action taken by Distributor in the performance of this Agreement which is not authorized by Developer, or (iv) infringement or violation with respect to the Territory of any patents, copyrights, trade secrets, or other proprietary or intellectual property rights by any product owned by Developer which is localized or distributed by Distributor.
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Indemnification of Developer. Distributor warrants that it will not make any false or misleading statements to any End User or potential End User and also that it will not make any representation or warranty to any customer outside the End User license agreement. Distributor agrees, at its own expense, to defend and indemnify Developer, if necessary, against any actions, liabilities, costs, damages, claims, losses and expenses (including but not limited to attorney's fees) arising out of Distributor's breach of this warranty. Distributor agrees to provide Developer with notice of any such claim as promptly as possible.
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Indemnification of Developer. Except to the extent caused by the willful misconduct or negligence of the Developer or its employees or agents, or arising out of the default by Developer of its obligations hereunder, the City hereby covenants and agrees to assume and to permanently indemnify and save harmless Developer and its employees and agents, from and against any and all claims, demands, actions, damages, costs, expenses, attorneys’ fees, and liability in connection with the loss of life, personal injury and/or damage to property arising from or out of any occurrence in, at, upon, or from the use or occupancy of the Easement Premises by any party other than Developer and its employees or agents.
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Indemnification of Developer. Owner shall indemnify, defend, and hold Developer harmless from and against any and all actions, suits, claims, penalties, losses, damages and expenses, including reasonable attorneys’ fees, based upon or arising out of Developer’s performance of its services hereunder, or out of any occurrence or event happening in or about the Resort or in connection with the Project or occurring in connection with the operation or development of the Project, or with respect to any preopening activities contemplated hereunder, including any alleged breach, or investigation relating to a possible breach, of any legal requirement (collectively “Claims”), except to the extent such Claims are based upon Developer’s gross negligence or willful misconduct. This provision shall survive the expiration or termination of this Agreement.
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Indemnification of Developer. Manager shall indemnify and hold Developer harmless from and against any and all Claims which Developer may suffer, sustain or incur arising from, or based upon Manager's primary negligence, willful misconduct, failure to act in good faith, except to the extent such Claims are covered by any insurance policy maintain with respect to the Restaurants from which proceeds are payable to Developer.
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Indemnification of Developer. Embarcadero shall indemnify Developer ---------------------------- and hold Developer harmless for any liability or expense, including court costs and reasonable fees of attorneys and other professionals, for any third party claims brought against Developer arising out of the use of the Software by Embarcadero in any product of Embarcadero or its Subsidiaries, except for claims for arising from the negligence of Developer or for which Developer is responsible under Section 7.5. In the event of any such claim, Developer shall promptly notify Embarcadero of the claim, authorize Embarcadero to control the defense and settlement of such claim, and provide full information and assistance as may be reasonably requested by Embarcadero for such defense or settlement.
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Indemnification of Developer. COMPANY agrees to indemnify DEVELOPER against and to reimburse DEVELOPER for all damages for which DEVELOPER is held liable in any claim, action or proceeding brought by any person or entity claiming to have trademark or other rights to any of the Marks licensed hereunder or any name or trademark similar thereto arising out of DEVELOPER's authorized use of the Marks, pursuant to and in compliance with this Agreement, and for all costs reasonably incurred by DEVELOPER in the defense of any such claim brought against DEVELOPER or in any proceeding in which DEVELOPER is named as a party, provided that DEVELOPER has timely notified COMPANY of such claim or proceeding, has given COMPANY sole control of the defense and settlement of any such claim, has otherwise complied with the requirements of this Agreement regarding use of the Marks, and this Agreement is in full force and effect, and provided further, that the indemnification provided by this Section 8.E shall not extend to any claim, action or proceeding brought by any person or entity alleging any prior common law trademark rights.
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Indemnification of Developer. Subject to Section 11.02(b), to the extent permitted by law, Phoenix will defend, indemnify and hold harmless Developer and its respective officers, directors, employees and agents, from and against any and all Claims of third parties to the extent that any such Claims arise out of, or by reason of, the negligence, willful misconduct or breach of Phoenix, its respective officers, elected officials, employees and agents, or to the extent such claims arise out of Hazardous Substances or other violations of applicable permits or law for which Phoenix is responsible. The provisions of this Section 18.04 shall survive termination or expiration of this Agreement with respect to any activities of Phoenix contemplated or arising under this Agreement.
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Related to Indemnification of Developer

  • Indemnification of Licensee Drake hereby agrees to indemnify and hold Licensee harmless from and against any and all liabilities, losses, costs, expense, damages, and deficiencies during the term of this Agreement, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to any and all liabilities, obligations, or claims, whether accrued, absolute, contingent, or otherwise, which have as a basis the intellectual property ownership of the Software. Licensee agrees to notify Drake of such claims in writing within thirty (30) days of becoming aware of said claim.

  • Indemnification of Client In the event that the Client or Masterworks becomes involved in any capacity in any action, proceeding, investigation, or inquiry in connection with any matter referred to in this Agreement, the Financial Adviser agrees to reimburse the Client or Masterworks for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client or Masterworks in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation, or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation, or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws. Financial Adviser also agrees to indemnify Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by Client or Masterworks in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement if (i) it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages, or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser; or, (ii) in the event of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.

  • Indemnification of Company Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Manager, and each of their directors and each of their officers who signs a Registration Statement and each person, if any, who controls the Company and the Manager within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or State statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of such Statutory Prospectus, Final Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the information relating to concession figures, stabilizing transactions, penalty bids and syndicate covering transactions contained in the fourth, fifteenth and sixteenth paragraphs under the caption “Underwriting.”

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

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